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HomeMy WebLinkAboutResolutions 2003 (28) RESOLUTION #28(2003) RESOLUTION AWARDING THE SALE OF $4,330,000 TAXABLE GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2003B; PROVIDING THE FORM OF THE NOTES; AND LEVYING A TAX IN CONNECTION THEREWITH WHEREAS, on May 20, 2003, the County Board of St. Croix County, Wisconsin (the "County ") adopted a resolution entitled: "Resolution Authorizing the Borrowing of $4,330,000; and Providing for the Issuance and Sale of General Obligation Taxable Promissory Notes, Series 2003B" (the "Authorizing Resolution ") which authorized the issuance of general obligation promissory notes for the purpose of paying the cost of the County's unfunded prior service liability owed to the Wisconsin Retirement System (the "PSL Prepayment "); WHEREAS, pursuant to the Authorizing Resolution, the County Clerk caused an Official Notice of Sale to be distributed offering the aforesaid general obligation promissory notes for public sale on June 16, 2003; and WHEREAS, sealed bid proposals were received as summarized on Exhibit C attached hereto; WHEREAS, it has be determined that the bid proposal submitted by CRONIN & COMPANY, INCORPORATED, MINNEAPOLIS, MINNESOTA, fully complies with the bid requirements set forth in the Official Notice of Sale and is deemed to be the most advantageous to the County. A copy of said bid is attached hereto as Exhibit A and incorporated herein by this reference. NOW, THEREFORE, BE IT RESOLVED by the County Board of the County that: Section 1. Award of the Notes. The bid proposal of CRONIN & COMPANY, INCORPORATED, MINNEAPOLIS, MINNESOTA, (the "Purchaser ") is hereby accepted, said proposal offering to purchase the $4,330,000 St. Croix County Taxable General Obligation Promissory Notes, Series 2003B (the "Notes ") for the sum of FOUR MILLION THREE HUNDRED TWO THOUSAND SIX HUNDRED SEVENTY -FOUR DOLLARS AND FIVE CENTS ($4,302,674.05), plus accrued interest to the date of delivery, resulting in a net interest cost of SEVEN HUNDRED NINETY -TWO THOUSAND FOUR HUNDRED SEVENTEEN DOLLARS AND EIGHTY -TWO CENTS ($792,417.82) and a true interest rate of 3.3065 %. The Notes bear interest as follows: Year of Maturity Principal Amount Interest Rate 2004 $410,000 2.000% 2005 375,000 2.000 2006 385,000 2.000 2007 400,000 2.000 2008 415,000 2.500 3 Year of Maturity Principal Amount Interest Rate 2009 $430,000 3.000% 2010 445,000 3.100 2011 465,000 3.350 2012 490,000 3.650 2013 515,000 4.000 Section 2. Terms of the Notes. The Notes shall be designated "Taxable General Obligation Promissory Notes, Series 2003B"; shall be dated July 1, 2003; shall be in the denomination of $5,000 or any integral multiple thereof; and shall mature serially on April 1 of each year, in the years and principal amounts as set forth above. Interest is payable commencing on April 1, 2004 and semi - annually thereafter on October 1 and April 1 of each year. Section 3. Redemption Provisions. At the option of the County, the Notes maturing on April 1, 2012 and thereafter shall be subject to redemption prior to maturity on April 1, 2011 or on any day thereafter. Said Notes shall be redeemable as a whole or in part, from maturities selected by the County and within each maturity by lot, at the principal amount thereof, plus accrued interest to the date of redemption. Section 4. Form of the Notes. The Notes shall be issued in registered form and shall be executed and delivered in substantially the form attached hereto as Exhibit B and incorporated herein by this reference. Section 5. Direct Annual Irrepealable Tax Levy. For the purpose of paying the principal of and interest on the Notes as the same becomes due, the full faith, credit and resources of the County are hereby irrevocably pledged and there is hereby levied upon all of the taxable property of the County a direct annual irrepealable tax in the years and amounts as follows: Levy Year Amount Levy Year Amount 2003 $559,065.63 2008 $504,307.50 2004 485,582.50 2009 505,960.00 2005 487,982.50 2010 511,273.75 2006 495,132.50 2011 519,542.50 2007 500,945.00 2012 525,300.00 The aforesaid direct annual irrepealable tax shall be collected in addition to all other taxes and in the same manner and at the same time as other taxes of the County levied in said years are collected. So long as any part of the principal of or interest on the Notes remains unpaid, the tax heretofore levied shall be and continues irrepealable except that the amount of tax carried onto the tax roll may be reduced in any year by the amount of any surplus in the Debt Service Fund Account created by Section 6 hereof. Section 6. Segregated Debt Service Fund Account. There is hereby established in the County treasury a fund account separate and distinct from all other County funds or accounts to 2 be designated "Debt Service Fund Account for $4,330,000 St. Croix County Taxable General Obligation Promissory Notes, Series 2003B, dated July 1, 2003." There shall be deposited in said fund account any accrued interest paid on the Notes at the time of delivery to the Purchaser, any premium, all money raised by taxation pursuant to Section 5 hereof and all other sums as may be necessary to pay interest on the Notes when the same shall become due and to retire the Notes at their respective maturity dates. Said fund account shall be used for the sole purpose of paying the principal of and interest on the Notes and shall be maintained for such purpose until such indebtedness is fully paid or otherwise extinguished. Section 7. Borrowed Money Fund. The proceeds of the Notes (the "Note Proceeds ") (other than any premium and accrued interest paid at the time of delivery which must be paid into the Debt Service Fund Account created above) shall be deposited into an account separate and distinct from all other funds and disbursed solely for the purposes for which borrowed or for the payment of the principal of and the interest on the Notes (the "Borrowed Money Fund "). Section 8. Persons Treated as Owners; Transfer of Notes. The Fiscal Agent appointed in Section 11 hereof shall keep books for the registration and for the transfer of the Notes. The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of either principal or interest on any Note shall be made only to the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Any Note may be transferred by the registered owner thereof by surrender of the Note at the office of said fiscal agent, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer, the Chairperson and County Clerk shall execute and deliver in the name of the transferee or transferees a new Note or Notes of a like aggregate principal amount, series and maturity and said fiscal agent shall record the name of each transferee in the registration book. No registration shall be made to bearer. Said fiscal agent shall cancel any Note surrendered for transfer. The County shall cooperate in any such transfer, and the Chairperson and County Clerk are authorized to execute any new Note or Notes necessary to effect any such transfer. The 15th day of each calendar month next preceding each interest payment date shall be the record date for the Notes. Payment of interest on the Notes on any interest payment date shall be made to the registered owners of the Notes as they appear on the registration book of the County maintained by said fiscal agent at the close of business on the corresponding record date. Section 9. Utilization of The Depository Trust Company Book - Entry -Only- System. In order to make the Notes eligible for the services provided by The Depository Trust Company, New York, New York ( "DTC "), the County agrees to the applicable provisions set forth in the DTC Blanket Issuer Letter of Representation. The County Clerk, or other authorized representative of the County, is authorized and directed to execute such Letter of Representation and deliver it to the DTC on behalf of the County. 3 RESOLUTION #28(2003) RESOLUTION AWARDING THE SALE OF $4,330,000 TAXABLE GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2003B; PROVIDING THE FORM OF THE NOTES; AND LEVYING A TAX IN CONNECTION THEREWITH WHEREAS, on May 20, 2003, the County Board of St. Croix County, Wisconsin (the "County ") adopted a resolution entitled: "Resolution Authorizing the Borrowing of $4,330,000; and Providing for the Issuance and Sale of General Obligation Taxable Promissory Notes, Series 2003B" (the "Authorizing Resolution ") which authorized the issuance of general obligation promissory notes for the purpose of paying the cost of the County's unfunded prior service liability owed to the Wisconsin Retirement System (the "PSL Prepayment "); WHEREAS, pursuant to the Authorizing Resolution, the County Clerk caused an Official Notice of Sale to be distributed offering the aforesaid general obligation promissory notes for public sale on June 16, 2003; and WHEREAS, sealed bid proposals were received as summarized on Exhibit C attached hereto; WHEREAS, it has be determined that the bid proposal submitted by CRONIN & COMPANY, INCORPORATED, MINNEAPOLIS, MINNESOTA, fully complies with the bid requirements set forth in the Official Notice of Sale and is deemed to be the most advantageous to the County. A copy of said bid is attached hereto as Exhibit A and incorporated herein by this reference. NOW, THEREFORE, BE IT RESOLVED by the County Board of the County that: Section 1. Award of the Notes. The bid proposal of CRONIN & COMPANY, INCORPORATED, MINNEAPOLIS, MINNESOTA, (the "Purchaser ") is hereby accepted, said proposal offering to purchase the $4,330,000 St. Croix County Taxable General Obligation Promissory Notes, Series 2003B (the "Notes ") for the sum of FOUR MILLION THREE HUNDRED TWO THOUSAND SIX HUNDRED SEVENTY -FOUR DOLLARS AND FIVE CENTS ($4,302,674.05), plus accrued interest to the date of delivery, resulting in a net interest cost of SEVEN HUNDRED NINETY -TWO THOUSAND FOUR HUNDRED SEVENTEEN DOLLARS AND EIGHTY -TWO CENTS ($792,417.82) and a true interest rate of 3.3065 %. The Notes bear interest as follows: Year of Maturity Principal Amount Interest Rate 2004 $410,000 2.000% 2005 375,000 2.000 2006 385,000 2.000 2007 400,000 2.000 2008 415,000 2.500 3 Section 10. Execution of the Notes. The Notes shall be issued in typewritten form, one Note for each maturity, executed on behalf of the County by the manual or facsimile signatures of the Chairperson and County Clerk (except that one of the foregoing signatures shall be manual), sealed with its official or corporate seal, if any, and delivered to the Purchaser upon payment to the County of the purchase price thereof, plus accrued interest to the date of delivery. In the event that either of the officers whose signatures appear on the Notes shall cease to be such officers before the delivery of the Notes, such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as if they had remained in office until such delivery. The aforesaid officers are hereby authorized to do all acts and execute and deliver all documents as may be necessary and convenient to effectuate the Closing. Section 11. Payment of the Notes; Fiscal Agent. The principal of and interest on the Notes shall be paid by U.S. Bank National Association, St. Paul, Minnesota, which is hereby appointed as the County's registrar and fiscal agent pursuant to the provisions of Section 67.10(2), Wisconsin Statutes (the "Fiscal Agent "). The Fiscal Agency Agreement between the County and the Fiscal Agent shall be substantially in the form attached hereto as Exhibit D and incorporated herein by this reference. Section 12. Bond Insurance. The Purchaser will obtain insurance upon the Notes from Financial Security Assurance Inc., New York, New York ( "FSA "), which will issue its municipal bond insurance policy with respect to the Notes. The Clerk or other officer of the County charged with the responsibility of issuing the Notes, shall provide an appropriate certificate of the County as of the Closing, if required, for inclusion in the transcript of proceedings, certifying that it can and covenanting that it will comply with the provisions and requirements of FSA. Section 13. Continuing Disclosure. The County hereby covenants and agrees that it will comply with and carry out all of the provisions of its Continuing Disclosure Certificate which the County will execute and deliver on the Closing Date. Any Noteholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the County to comply with its obligations under this Section. 4 Section 14. Conflicting Resolutions; Severability; Effective Date. All prior resolutions, rules or other actions of the County or any parts thereof in conflict with the provisions hereof shall be, and the same are, hereby rescinded insofar as the same may so conflict. In the event that any one or more provisions hereof shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions hereof. The foregoing shall take effect immediately upon adoption and approval in the manner provided by law. Offered by: Finance Committee on June 17, 2003. NEGATIVE ' ' ' p • 'FIVE ,ALT__ --• J / l `'Y � , 1 Y r�/ Duly adopted on June 17, 2003. Cindy Campbell, County Clerk MW719727 1.DOC { 5 1 3 1